As in effect
3/1/61
FORM 10K/A
------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13, or 15 (d) of
THE SECURITIES EXCHANGE ACT OF 1934
OLD REPUBLIC INTERNATIONAL CORPORATION
--------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
AMENDMENT NO. 2
---
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its ANNUAL REPORT FOR 2002 on Form
-----------------------
10-K as set forth in the pages attached hereto: (List all such items, financial
----
statements, exhibits or other portions amended).
FORM 11-K
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
OLD REPUBLIC INTERNATIONAL CORPORATION
--------------------------------------
(Registrant)
Date: May 5, 2003 By: /s/ John S. Adams
-----------------------------------
(Signature)
John Stuart Adams
Senior Vice President,
Chief Financial Officer
Total Pages: 16
---------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------
FORM 11-K
------------
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For The Fiscal Year Ended December 31, 2002
------------
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
OLD REPUBLIC INTERNATIONAL CORPORATION
307 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administration Committee has duly caused this Annual Report to be signed on
behalf of the undersigned, thereunto duly authorized.
THE OLD REPUBLIC INTERNATIONAL CORPORATION EMPLOYEES
SAVINGS AND STOCK OWNERSHIP PLAN
(Registrant)
By: /s/ A.C. Zucaro
------------------------------------
A. C. Zucaro, Member of the
Administration Committee
Date: May 5, 2003
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS AND
SUPPLEMENTAL SCHEDULES
FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
------------
Pages
-----
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits
as of December 31, 2002 and 2001 2
Statements of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 2002 and 2001 3
Notes to Financial Statements 4-8
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes at End of Year 9
Schedule of Reportable Transactions for the year ended
December 31, 2002 10
Note
----
Supplemental schedules required by the Employee Retirement Income Security Act
of 1974 that have not been included herein are not applicable.
REPORT OF INDEPENDENT ACCOUNTANTS
---------------------------------
To the Participants and the Administration Committee
of the Old Republic International Corporation
Employees Savings and Stock Ownership Plan
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the Old Republic International Corporation Employees Savings
and Stock Ownership Plan (the "Plan") at December 31, 2002 and 2001, and the
changes in net assets available for plan benefits for the years then ended in
conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of the Plan's
management; our responsibility is to express an opinion on these financial
statements based upon our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
accompanying index are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ PricewaterhouseCoopers LLP
April 11, 2003
Chicago, Illinois
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
As of December 31, 2002 and 2001
--------------------------------
2002 2001
------------------------------------------ ------------------------------------------
Participant Non-Participant Participant Non-Participant
Directed Directed Combined Directed Directed Combined
Account Account Account Account Account Account
------------ ------------ ------------ ------------ ------------ ------------
ASSETS
Investments, at fair value:
Collective Trusts:
Short-term Investment Fund $ - $ - $ - $ - $ 54,056 $ 54,056
Old Republic International Corporation:
Common shares - 180,793,564 180,793,564 370 191,245,614 191,245,984
Mutual funds 82,995,048 - 82,995,048 86,901,285 - 86,901,285
------------ ------------ ------------ ------------ ------------ ------------
82,995,048 180,793,564 263,788,612 86,901,655 191,299,670 278,201,325
Contributions receivable:
Companies - 5,052,584 5,052,584 - 4,843,982 4,843,982
Employees 513,261 - 513,261 451,820 - 451,820
------------ ------------ ------------ ------------ ------------ ------------
$ 83,508,309 $185,846,148 $269,354,457 $ 87,353,475 $196,143,652 $283,497,127
============ ============ ============ ============ ============ ============
LIABILITIES AND NET ASSETS AVAILABLE
FOR PLAN BENEFITS
Unpaid withdrawal and termination benefits $ 1,167,678 $ - $ 1,167,678 $ 719,416 $ - $ 719,416
Unpaid administrative expenses - 6,521 6,521 - 10,958 10,958
------------ ------------ ------------ ------------ ------------ ------------
Total liabilities 1,167,678 6,521 1,174,199 719,416 10,958 730,374
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for plan benefits:
Allocated to participants 82,340,631 185,839,627 268,180,258 86,634,059 196,132,694 282,766,753
------------ ------------ ------------ ------------ ------------ ------------
Total net assets available for plan benefits 82,340,631 185,839,627 268,180,258 86,634,059 196,132,694 282,766,753
------------ ------------ ------------ ------------ ------------ ------------
$ 83,508,309 $185,846,148 $269,354,457 $ 87,353,475 $196,143,652 $283,497,127
============ ============ ============ ============ ============ ============
The accompanying notes are an integral part of the financial statements.
2
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
for the years ended December 31, 2002 and 2001
----------------------------------------------
2002 2001
------------------------------------------ ------------------------------------------
Participant Non-Participant Participant Non-Participant
Directed Directed Combined Directed Directed Combined
Account Account Account Account Account Account
------------ ------------ ------------ ------------ ------------ ------------
Additions:
Employer contributions $ - $ 5,002,586 $ 5,002,586 $ - $ 4,861,709 $ 4,861,709
Employee contributions 12,653,993 - 12,653,993 11,768,777 - 11,768,777
Interfund transfers 4,300,572 (4,300,572) - 1,404,773 (1,404,773) -
Interest income - 181 181 588 22,938 23,526
Dividend income 1,722,790 4,141,335 5,864,125 2,226,372 4,104,055 6,330,427
Net appreciation (depreciation) in
fair value of investments (11,878,578) 966,090 (10,912,488) (6,356,070) (28,871,979) (35,228,049)
------------ ------------ ------------ ------------ ------------ ------------
6,798,777 5,809,620 12,608,397 9,044,440 (21,288,050) (12,243,610)
------------ ------------ ------------ ------------ ------------ ------------
Deductions:
Termination and withdrawal benefits 11,033,635 15,978,796 27,012,431 9,157,619 13,734,133 22,891,752
Administrative expenses 58,570 123,891 182,461 67,078 128,055 195,133
------------ ------------ ------------ ------------ ------------ ------------
11,092,205 16,102,687 27,194,892 9,224,697 13,862,188 23,086,885
------------ ------------ ------------ ------------ ------------ ------------
NET ADDITIONS (DEDUCTIONS) (4,293,428) (10,293,067) (14,586,495) (180,257) (35,150,238) (35,330,495)
Net assets available for plan benefits,
beginning of year 86,634,059 196,132,694 282,766,753 86,814,316 231,282,932 318,097,248
------------ ------------ ------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, END OF YEAR $ 82,340,631 $185,839,627 $268,180,258 $ 86,634,059 $196,132,694 $282,766,753
============ ============ ============ ============ ============ ============
The accompanying notes are an integral part of the financial statements.
3
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
-----------------
1. Description of Plan
-------------------
A. Basis of Presentation
---------------------
The accompanying financial statements of the Old Republic
International Corporation Employees Savings and Stock Ownership
Plan (the Plan) include plan assets for employees of Old Republic
International Corporation and participating subsidiaries [the
Corporation, the Plan Sponsor, the Company(ies) or the
Employers]. These financial statements and accompanying notes
together provide only general information about the Plan. The
Plan Agreement must be referred to for a complete description of
the Plan's provisions.
B. General
-------
The Plan is a defined contribution plan covering a majority of
employees of the Corporation and its Subsidiaries and is subject
to the provisions of the Employee Retirement Income Security Act
of 1974 (ERISA), as amended. Employees become participants in the
Plan on the first January 1, they are employees and they elect to
make contributions to the Plan.
C. Contributions
-------------
Contributions from employees (savings) are made on a post-tax
basis and are recorded in the period in which the Companies make
payroll deductions from Plan participants. Participants elect the
amount of contribution which ranges from a minimum of 1% to a
maximum of 15% of recognized compensation as defined in the Plan.
Any employee who does not contribute to the Plan does not receive
a Company matching contribution. Only employee contributions up
to 6% are matched. However, the maximum amount of contribution
which can be matched per employee cannot exceed $9,000 (6% of
$150,000) per Plan year. The maximum amount which can be withheld
is 15%, but is limited to $30,000 (15% of $200,000). Prior to
2002, the limitation was $22,500 (15% of $150,000). Contributions
are also subject to other Internal Revenue Code limitations
(including the limits imposed by Internal Revenue Code Section
415).
Participants direct the investment of their contributions into
various mutual funds offered by the Plan, of which there are
currently twenty (seven new mutual funds were added in 2002).
The Company matching contribution is based on the following
formula:
Percentage of If the percentage increase in the Corpor-
Recognized Compen- ation's average operating earnings per share
sation Contributed for the most recent five year period is:
------------------ ---------------------------------------------
Less Than 6.00% 9.01% 15.01% Over
6% to 9% to 15% to 20% 20%
--------- ----- ------ ------ ----
The Resulting Employer Matching Contribution
on the First 6% of Employee Savings Will Be:
---------------------------------------------
1.00% 30% 40% 65% 100% 140%
1.01 to 2.00% 28% 38% 63% 98% 138%
2.01 to 3.00% 26% 36% 61% 96% 136%
3.01 to 4.00% 24% 34% 59% 94% 134%
4.01 to 5.00% 22% 32% 57% 92% 132%
5.01 to 6.00% 20% 30% 55% 90% 130%
6.01 to 15.00% None None None None None
---------------------------------------------
4
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-----------------
1. Description of Plan, Continued
------------------------------
* The percentage increase in the Corporation's average operating
earnings per share is obtained by comparing the average diluted
operating earnings per share for the Corporation for the five
years ending with the calculation year, with the same average for
the five years ending the year prior to the calculation year.
Operating earnings per share are determined pursuant to generally
accepted accounting principles and are equal to net income per
share exclusive of realized capital gains or losses and
extraordinary items and income taxes applicable thereto.
Company matching contributions are allocated on December 31, and a
Plan participant receives a matching contribution only if:
* the Companies meet certain minimum profit objectives;
* the participant completes 1,000 or more hours of service during
the year; and
* the participant is employed by one of the Companies on December
31 of that year, died or became fully disabled during the year,
or retired during the year after attaining age 65.
Additional amounts from consolidated annual net profits after taxes or
accumulated earnings as the Board of Directors of the Companies may
determine from time to time may be added to the contributions
resulting from the above formula. The amount of the Companies'
contributions are subject to the following limitations:
* No contribution shall be made if the Companies' consolidated
annual net profit before extraordinary items and taxes is less
than $2,500,000.
* No contribution shall be made by any Employer for any fiscal year
which exceeds the maximum amount currently deductible by that
Employer under section 404 of the Internal Revenue Code.
* No contribution shall be made by any Employer for any fiscal year
which would cause its total contribution to exceed the amount of
its annual net profit before taxes and its accumulated earnings.
D. Employee Account
----------------
When a plan participant makes employee contributions, the
contributions are allocated to the mutual fund(s) designated by
the participant. These funds constitute the participants Employee
Account (Participant Directed Account). Earnings are allocated to
each plan participant's Employee Account on a daily basis, based
upon the performance of the mutual fund(s) that the plan
participant selected. Following termination of service for any
reason, a plan participant receives all amounts in his/her
Employee Account.
E. Company Account
---------------
Each year, the matching contributions and any discretionary
contributions are allocated to the Company Account
(Non-participant Directed Account) of plan participants. If a
plan participant terminates service with the Companies, the
amount that he/she receives from his/her Company Account depends
upon his/her vested interest in such account. A plan participant
vests in his/her Company Account based on his/her "Years of
Service," over a six year period beginning in 2002 (prior to 2002
the vesting period was seven years).
A plan participant earns a Year of Service for each calendar year
during which he/she completes 1,000 or more hours of service for
the Companies. However, a plan participant will become 100%
vested in his/her Company Account prior to six years (seven years
prior to 2002) of service if:
5
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-----------------
1. Description of Plan, Continued
------------------------------
* the plan participant has reached age 65, or
* termination is caused by death, or
* termination is caused by total and permanent disability which
renders the employee incapable of performing satisfactory service
for the Companies.
The amount a plan participant receives from his\her Company Account is
also affected by forfeitures and earnings. If a plan participant
terminates service prior to full vesting, the non-vested portion of
his Company Account is forfeited. Forfeited amounts are re-allocated
to remaining participants who made employee contributions, completed
1,000 or more hours of service for the Companies during the year, and
are employed by the Companies on December 31 or terminated service due
to retirement on or after age 65, death, or total and permanent
disability. Forfeitures are allocated based upon the ratio of the plan
participant's recognized compensation to the recognized compensation
of all plan participants. Forfeitures related to the 2002 and 2001
plan years were $2,720,864 and $815,849, respectively.
Effective January 1, 1989, the Tax Reform Act provided that plan
participants who reach age 55 and have 10 years of participation in
the Plan are provided with the option of diversifying a portion of
their Company Account balance out of Company stock and into
alternative investment funds. Participants become eligible to
diversify in the calendar year following the calendar year in which
they attain age 55 and have also completed 10 years of participation.
The following table shows what percentage of a participant's
cumulative Company Account can be diversified:
For the Following
Plan Year During the The Following Percentage
Election Period After 2001 Prior to 2002
-------------------- ---------- -------------
First Plan Year 25.0% 25.0%
Second Plan Year 25.0% 25.0%
Third Plan Year 25.0% 25.0%
Fourth Plan Year 25.0% 25.0%
Fifth Plan Year 50.0% 50.0%
Sixth Plan Year 57.5%
Seventh Plan Year 65.0%
Eight Plan Year 72.5%
Ninth Plan Year 80.0%
Tenth Plan Year 87.5%
Eleventh Plan Year 95.0%
Twelfth Plan Year 100.0%
The investment options available for diversification are the same
mutual funds available for investment of Employee contributions.
Diversified funds are included in the Participant Directed Account in
the financial statements.
2. Summary of Accounting Policies
------------------------------
A. Use of Estimates
----------------
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires the Plan's administrator to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the
6
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-----------------
2. Summary of Accounting Policies, Continued
-----------------------------------------
financial statements and the reported amounts of additions and
deductions during the reporting period. Actual results can differ
from those estimates.
B. Risks and Uncertainties
-----------------------
Besides the investment of matching contributions into common
stock of the Corporation, the Plan provides participants with
various investment alternatives for their savings contributions
and or diversifications. These investment alternatives are made
up of various types of Fidelity Investment's mutual funds which
can be equity based, fixed income based or a combination thereof.
All of the above investment alternatives are exposed to various
market risks including the level of interest rates, economic
conditions and individual credit profiles. Due to these risks and
the uncertainty related to changes in the market value of
underlying investment securities, it is possible that
participants' account balances and the amounts reported in the
statements of net assets available for benefits and the
statements of changes in net assets available for plan benefits
could be materially affected.
C. Investment Valuation and Income Recognition
-------------------------------------------
The Plan's investments are stated at fair value. Investments in
the Collective Trust-Short-term Investment Fund of the Northern
Trust Company (Northern), are valued by the Northern at cost
which approximates fair value, and consist of short-term
obligations. Shares of mutual funds are valued at the net asset
value of shares held by the Plan at the valuation date. Old
Republic International Corporation common shares (Company Stock)
are stated at the closing market value on the last business day
of the year.
The statements of changes in net assets available for plan
benefits reflect the net appreciation (depreciation) in fair
value of the Plan's investments, which consists of realized gains
or losses and the unrealized appreciation (depreciation) on those
investments. For purposes of accounting principles generally
accepted in the United States of America, the Plan uses the
historical cost method for determining the basis of its
investments, whereas, for ERISA reporting purposes, the Plan uses
the current value method for determining the basis of its
investments. Purchases and sales of securities are reflected on a
trade-date basis. Gains or losses on sales of securities are
based on the average cost method. Interest income is recorded as
earned and dividend income is recorded as earned on the
ex-dividend date.
3. Investments
-----------
The following presents investments, the fair value of which, are 5
percent or more of Plan assets at December 31:
2002 2001
------------ ------------
Mutual Funds:
Fidelity Dividend Growth Fund N/A $15,360,742
Fidelity Short-term Bond Fund $20,724,891 20,016,358
Old Republic International
Corporation Common
Stock (6,456,913 and
6,827,775 shares,
respectively) 180,793,564* 191,245,984*
* Non-participant directed.
7
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS, CONTINUED
-----------------
3. Investments, Continued
----------------------
Net appreciation (depreciation) in the fair value of investments is
broken down as follows for the years ended December 31:
2002 2001
------------ ------------
Old Republic International
Corporation Common Stock $ 966,090 $(28,872,030)
Mutual funds (11,878,578) (6,356,019)
------------ ------------
$(10,912,488) $(35,228,049)
============ ============
4. Parties in Interest
-------------------
Old Republic International Corporation and participating subsidiaries
are parties in interest. The Plan's Non-Participant Directed Account
(Company Account) is made up of the Corporation's common stock as
noted in Footnote 3. Also, office personnel, space and equipment are
furnished by the Companies at no charge to the Plan.
Inter Capital Corporation of Chicago, an affiliate, is the Plan's
Trustee to whom trustee fees are paid and are not material.
Fidelity Investments Institutional Services Company, Inc. (Fidelity
Investments), a subsidiary of FMR Corporation, is the Plan's
custodian, record keeper and provider of educational information to
plan participants. All mutual funds are managed by subsidiaries of FMR
Corporation. Fees paid to Fidelity Investments for custodianship,
transaction and maintenance are not material.
5. Termination Priorities
----------------------
The Corporation reserves the right, either with or without formal
action, to terminate the Plan. Each Employer reserves the right to
permanently discontinue its contributions to the Plan. In the event
that an Employer permanently discontinues its contributions to the
Plan, or the Corporation terminates the Plan, or the Plan is partially
terminated under operation of law, the accounts of the affected
participants shall be fully vested and non-forfeitable. In addition,
because the Plan is a defined contribution plan and not a defined
benefit plan, no termination priorities apply to the Plan under ERISA.
6. Tax Status
----------
The Internal Revenue Service on October 21, 2002, issued a
determination letter stating that the Plan, as amended through
December 7, 2001, was qualified under Section 401 of the Internal
Revenue Code and therefore the Plan was exempt under the provisions of
Section 501(a). Amendments have been made to the Plan in order to
comply with the Economic Growth and Tax Relief Reconciliation Act of
2001 and other federal tax law changes. These changes were effective
January 1, 2002. The Plan's Sponsor and Tax Counsel believe that the
Plan is designed and is currently being operated in compliance with
the applicable requirements of the Internal Revenue Code.
8
SUPPLEMENTAL SCHEDULES
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS & STOCK OWNERSHIP PLAN
FORM 5500-ANNUAL RETURN/REPORT OF EMPLOYEE BENEFIT PLAN
SCHEDULE H, LINE 4i-SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2002
(c)
DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE,
RATE OF INTEREST, COLLATERAL, PAR OR MATURITY VALUE
---------------------------------------------------
(b) RATE OF SHARES, PAR, (e)
IDENTITY OF ISSUE, BORROWER, MATURITY INTEREST OR MATURITY (d) CURRENT
(a)LESSOR, OR SIMILAR PARTY DATE DIVIDENDS COLLATERAL VALUE COST VALUE
------------------------------------------ --------------------------------------------------- ------------- ------------
MUTUAL FUNDS:
FIDELITY FUND N/A VARIABLE N/A 295,767 sh 6,583,770
FIDELITY EQUITY-INCOME FUND N/A VARIABLE N/A 202,828 sh 8,046,170
FIDELITY INVESTMENT GRADE BOND FUND N/A VARIABLE N/A 236,898 sh 1,793,319
FIDELITY INTERMEDIATE TERM BOND FUND N/A VARIABLE N/A 269,931 sh 2,896,359
FIDELITY CAPITAL & INCOME FUND N/A VARIABLE N/A 86,420 sh 542,715
FIDELITY VALUE FUND N/A VARIABLE N/A 154,254 sh 7,155,852
FIDELITY CASH RESERVES N/A VARIABLE N/A 6,499,376 sh 6,499,376
SPARTAN MARKET INDEX FUND N/A VARIABLE N/A 107,178 sh 6,481,051
FIDELITY AGGRESSIVE GROWTH FUND N/A VARIABLE N/A 220,937 sh 2,472,282
FIDELITY DIVERSIFIED INTERNATIONAL FUND N/A VARIABLE N/A 215,102 sh 3,691,157
FIDELITY DIVIDEND GROWTH FUND N/A VARIABLE N/A 542,487 sh 12,108,317
FIDELITY SMALL CAP INDEPENDENCE FUND N/A VARIABLE N/A 3,672 sh 48,839
FIDELITY MID-CAP STOCK FUND N/A VARIABLE N/A 232,969 sh 3,788,070
FIDELITY FREEDOM INCOME FUND N/A VARIABLE N/A 72 sh 758
FIDELITY FREEDOM 2000 FUND N/A VARIABLE N/A 3,618 sh 39,835
FIDELITY FREEDOM 2010 FUND N/A VARIABLE N/A 6,618 sh 75,715
FIDELITY FREEDOM 2020 FUND N/A VARIABLE N/A 4,358 sh 46,365
FIDELITY FREEDOM 2030 FUND N/A VARIABLE N/A 20 sh 209
FIDELITY SHORT-TERM BOND FUND N/A VARIABLE N/A 2,305,327 sh 20,724,891
FIDELITY FREEDOM 2040 FUND N/A VARIABLE N/A 0 sh 0
------------
82,995,048
------------
EMPLOYER SECURITIES:
OLD REPUBLIC INTERNATIONAL CORP.:
COMMON STOCK N/A N/A N/A 6,456,913 sh $ 52,659,923 180,793,564
============ ------------
TOTAL INVESTMENTS HELD $263,788,612
============
9
OLD REPUBLIC INTERNATIONAL CORPORATION
EMPLOYEES SAVINGS AND STOCK OWNERSHIP PLAN
FORM 5500-ANNUAL RETURN/REPORT OF EMPLOYEE BENEFIT PLAN
SCHEDULE H, LINE 4j-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2002
------------------------------------------------------------------
(h)
(f) Current Value
(a) (b) (c) (d) (e) Expense (g) of Asset on (i)
Identity of Party or Purchase Selling Lease Incurred with Cost of Transaction Net Gain
Investment Involved Price Price Rental Transaction Asset Date or Loss
------------------------- -------- ------- ------ -------------- ------- ------------- --------
Description of Asset
--------------------
Purchases of Investments
------------------------
Old Republic International
Corporation Common Stock
(379,300 shares) $11,713,177 N/A N/A N/A $11,713,177 $11,713,177 -
Sales of Investments
--------------------
Old Republic International
Corporation Common Stock
(750,162 shares) $5,591,898 $23,131,686 N/A N/A $5,591,898 $23,131,686 $17,539,788
Notes:
-----
This schedule lists all non-participant directed transactions or series of
transactions which aggregate in excess of 5% of the Fund assets at the beginning
of the current year, as required by the Department of Labor.
10